The Cooper Companies Acquires Assets of Recombine
OREANDA-NEWS. May 26, 2016. The Cooper Companies, Inc. (NYSE:COO) today announced that CooperSurgical has acquired the commercial assets of Recombine Inc., a clinical genetic testing company specializing in carrier screening. The transaction is valued at approximately \\$85 million and is expected to be neutral to earnings per share in fiscal 2016 and accretive thereafter, excluding one-time charges and deal-related amortization. As of April 30, 2016, Recombine had trailing twelve month revenues of approximately \\$20 million and is forecasted to grow double digits over the coming years.
Carrier screening is a type of genetic test performed on individuals to help predict their chances of having a child with a genetic disorder. Testing is ideally performed before pregnancy and is commonly ordered by a gynecologist/obstetrician or infertility specialist. Couples found to be carriers of the same disorder can then benefit from preimplantation genetic diagnosis (PGD) services with the goal of preventing passage of a genetic disorder to their baby.
Commenting on the transaction, Robert S. Weiss, Cooper's president and chief executive officer said, “This acquisition is an exceptional fit for CooperSurgical as it adds the premier carrier screening test sold within the IVF marketplace to our existing IVF genetic testing platform. This deal is also a nice strategic fit within our complete portfolio as it supports our leading IVF products and allows leverage within our ObGyn sales force.”
About The Cooper Companies
The Cooper Companies, Inc. ("Cooper") is a global medical device company publicly traded on the NYSE (NYSE:COO). Cooper is dedicated to being A Quality of Life Company™ with a focus on delivering shareholder value. Cooper operates through two business units, CooperVision and CooperSurgical. CooperVision brings a refreshing perspective on vision care with a commitment to developing a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical is committed to advancing the health of families with its diversified portfolio of products and services focusing on women’s health, fertility and diagnostics. Headquartered in Pleasanton, CA, Cooper has approximately 10,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.
Recombine, Inc., headquartered in New York, New York, is a clinical genetic testing company dedicated to helping patients and providers make informed decisions based on comprehensive and clinically actionable genetic testing results. Recombine joins experts in genetics, fertility, and computer science to leverage advanced technologies to improve health outcomes and personalized medicine. With more than 250 genetic diseases, Recombine’s expanded carrier screening platform, CarrierMap, is the most comprehensive genetic carrier screening test utilized in IVF clinics and ObGyn settings for patients and gamete donors of all ethnicities. CarrierMap offers the best disease coverage and detection, and includes the option of sequencing for over 200 diseases. More information about Recombine can be found at www.recombine.com.
This news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Statements relating to guidance, plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including our 2016 Guidance and all statements regarding the acquisition of the assets of Recombine including Recombine’s financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and Recombine’s future expenses, sales and earnings per share are forward looking. In addition, all statements regarding anticipated growth in our revenue, anticipated effects of any product recalls, anticipated market conditions, planned product launches and expected results of operations and integration of any acquisition are forward-looking. To identify these statements look for words like "believes," "expects," "may," "will," "should," "could," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties.
Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are: adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries that could adversely affect our global markets; foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies that would decrease our revenues and earnings; acquisition-related adverse effects including the failure to successfully obtain the anticipated revenues, margins and earnings benefits of the Recombine acquisition or other acquisitions, integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms); Our indebtedness could adversely affect our financial health, prevent us from fulfilling our debt obligations or limit our ability to borrow additional funds; a major disruption in the operations of our manufacturing, research and development or distribution facilities, due to technological problems, including any related to our information systems maintenance, enhancements, or new system deployments and integrations, integration of acquisitions, natural disasters or other causes; disruptions in supplies of raw materials; new U.S. and foreign government laws and regulations, and changes in existing tax laws, regulations and enforcement guidance, which affect the medical device and healthcare industries generally; compliance costs and potential liability in connection with U.S. and foreign healthcare regulations and federal and state laws pertaining to privacy and security of health information, including product recalls, warning letters, and data security breaches; legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement or other litigation; changes in tax laws or their interpretation and changes in statutory tax rates; limitations on sales following product introductions due to poor market acceptance; new competitors, product innovations or technologies; reduced sales, loss of customers and costs and expenses related to recalls; failure to receive, or delays in receiving, U.S. or foreign regulatory approvals for products; failure of our customers and end users to obtain adequate coverage and reimbursement from third party payors for our products and services; the requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill; the success of our research and development activities and other start-up projects; dilution to earnings per share from the Recombine acquisition or other acquisitions or issuing stock; changes in accounting principles or estimates; environmental risks; and other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015, as such Risk Factors may be updated in quarterly filings.
We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.